<PAGE>
As Filed with the Securities and Exchange Commission on September 10, 1997
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
SCHEDULE 13D
(AMENDMENT NO. 4)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
JOHN ADAMS LIFE CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
006246102
(CUSIP Number)
BENJAMIN DeMOTTO
11845 WEST OLYMPIC BOULEVARD, SUITE 905
LOS ANGELES, CALIFORNIA 90064
(310) 444-5252
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
ROBERT SKOUSEN, ESQ.
SKOUSEN & SKOUSEN
12TH FLOOR
2049 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067-3101
(310) 277-0444
AUGUST 27, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [_]
Exhibit Index on Page 6
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
- --------------------------------------------------- ------------------------------------------------------------
CUSIP No. 006246102 13D Page 2 of 7 Pages
- --------------------------------------------------- ------------------------------------------------------------
</TABLE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BENJAMIN A. DeMOTTO
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [_]
(b) [_]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER: 150,000
-----------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 1,555,000
-----------------------------------------------------------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 150,000
-----------------------------------------------------------------------------------------------------------
REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,555,000
-----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,705,000
- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.6% (based on the number of shares of Common Stock outstanding as of June 30, 1997)
- ------------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
- --------------------------------------------------- ------------------------------------------------------------
CUSIP No. 006246102 13D Page 3 of 7 Pages
- --------------------------------------------------- ------------------------------------------------------------
</TABLE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PATRICIA L. DeMOTTO
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [_]
(b) [_]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER: 150,000
-----------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 1,555,000
-----------------------------------------------------------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 150,000
-----------------------------------------------------------------------------------------------------------
REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,555,000
-----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,705,000
- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.6% (based on the number of shares of Common Stock outstanding as of June 30, 1997)
- ------------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
- --------------------------------------------------- ------------------------------------------------------------
CUSIP No. 006246102 13D Page 4 of 7 Pages
- --------------------------------------------------- ------------------------------------------------------------
</TABLE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BENJAMIN A. DeMOTTO AND PATRICIA L. DeMOTTO LIVING TRUST
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [_]
(b) [_]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER: 1,555,000
-----------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
-----------------------------------------------------------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 1,555,000
-----------------------------------------------------------------------------------------------------------
REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
-----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,705,000
- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3% (based on the number of shares of Common Stock outstanding as of June 30, 1997)
- ------------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
SCHEDULE 13D WORKSHEET
ITEM 1: SECURITY AND ISSUER.
- ------
This statement relates to the Common Stock, no par value (the "Common
Stock")) of John Adams Life Corporation, a California corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is 11845
W. Olympic Boulevard, Suite 905, Los Angeles, California 90064.
ITEM 2: IDENTITY AND BACKGROUND.
- ------
This statement is filed by Mr. Benjamin A. DeMotto and Mrs. Patricia L.
DeMotto, as Co-Trustees for the Benjamin A. DeMotto and Patricia L. DeMotto
Living Trust, dated July 17, 1997 (the "DeMotto Trust"). The address of the
principal business and the principal offices of the DeMotto Trust is 11845 W.
Olympic Boulevard, Suite 905, Los Angeles, California 90064.
The principal occupation of Benjamin A. DeMotto is as Chairman of the Board
of Directors, Chief Executive Officer and President of the Issuer. The principal
occupation of Patricia L. DeMotto is a homemaker. The principal business of the
DeMotto Trust is to make and hold investments.
During the last five years, neither Mr. DeMotto, Mrs. DeMotto nor the
DeMotto Trust have been (i) convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Mr. and Mrs. DeMotto are both citizens of the United States.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ------
The DeMotto Trust acquired beneficial ownership of a 175,000 shares of
Common Stock, in addition to the 138,000 shares of common stock previously owned
by the DeMotto Trust through the investment of cash in the amount of $109,375.
ITEM 4: PURPOSE OF TRANSACTION.
- ------
Mr. and Mrs. DeMotto, through the DeMotto Trust, have acquired the shares
of common stock for investment purposes. Mr. and Mrs. DeMotto do not presently
have any plans regarding an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or a sale or
transfer of a material amount of assets of the Issuer. Mr. DeMotto is currently
negotiating to acquire additional shares through private purchases, and reserves
the right acquire additional shares through open market purchases, to dispose of
shares of Common Stock or to formulate other purposes, plans or proposals deemed
advisable regarding the Company.
Because Mr. and Mrs. DeMotto and the DeMotto Trust are deemed affiliates of
the Issuer, the timing and volume of sales by the DeMottos and the DeMotto Trust
will depend on various factors, including restrictions enumerated in Rule 144,
as promulgated under the Securities Act of 1933, as amended (the "Securities
Act"), certain other restrictions under the Securities Act, and those factors
which Mr. and Mrs. DeMotto may deem relevant.
Mr. and Mrs. DeMotto intend to review their investment in the Issuer on a
continuing basis and, depending upon the price of the Common Stock, subsequent
developments affecting the Issuer, the Issuer's business prospects, general
stock market conditions and economic conditions, tax considerations and the
DeMottos' personal financial position, may decide to refrain from acquiring
additional shares of Common Stock or to sell shares of Common Stock.
5
<PAGE>
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER.
- ------
Mr. DeMotto, through the DeMotto Trust, beneficially owns, and has shared
power to vote, 1,555,000 shares of Common Stock. Mr. DeMotto also owns options
to purchase an additional 150,000 shares of Common Stock, which are currently
exercisable. Mr. DeMotto's ownership of the Issuer's Common Stock represents
56.6% of the outstanding shares of Common Stock of the Issuer based on
information set forth in the Issuer's Quarterly Report for the period ending
June 30, 1997.
Mrs. DeMotto, through the DeMotto Trust, beneficially owns, and has shared
power to vote, 1,555,000 shares of Common Stock, which represents 54.3% of the
outstanding shares of Common Stock of the Issuer based on information set forth
in the Issuer's Quarterly Report for the period ending June 30, 1997. Ms.
DeMotto has such rights in and to the options to purchase 150,000 shares of
Common Stock as are provided by the community property laws of the State of
California.
The DeMotto Trust beneficially owns, and has shared power to vote,
1,555,000 shares of Common Stock, which represents 54.3% of the outstanding
shares of Common Stock of the Issuer based on information set forth in the
Issuer's Quarterly Report for the period ending June 30, 1997.
On August 27, 1997, Mr. and Mrs. DeMotto, as Co-Trustees of the DeMotto
trust acquired 175,000 shares of Common Stock from Mr. Patrick W. Hopper at a
price of $.625 per share. The transaction was effected and closed through the
tender of a cashier's check for a total purchase price of $109,375.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
- ------
TO SECURITIES OF THE ISSUER.
During the 1991 fiscal year, Mr. DeMotto was granted 250,000 shares of
Common Stock under the terms of his 1991 employment agreement. Pursuant to the
1991 employment agreement, the 250,000 shares vested in July 1, 1996. In 1994,
the Issuer entered into a new employment agreement with Mr. DeMotto that
provided Mr. DeMotto with a grant of options to purchase 150,000 shares of
Common Stock, which are currently exercisable.
ITEM 7: MATERIALS TO BE FILED AS EXHIBITS.
- ------
<TABLE>
<CAPTION>
<S> <C>
Exhibit 10.16: 1991 Employment Agreement with Mr. Benjamin A. DeMotto/1/
Exhibit 10.21: 1994 Employment Agreement with Mr. Benjamin A. DeMotto/2/
Exhibit 99.1: Joint Filing Statement as required by Rule 13d-1(f) under the
Securities Exchange Act of 1934, as Amended
Exhibit 99.2: Text of originally filed Schedule 13G not previously filed
electronically.
Exhibit 99.3: Text of originally filed Amendment 1 to Schedule 13D not
previously filed electronically.
Exhibit 99.4: Text of originally filed Amendment 2 to Schedule 13D not
previously filed electronically.
Exhibit 99.5: Text of originally filed Amendment 3 to Schedule 13D not
previously filed electronically.
</TABLE>
- -------------
/1/ Previously filed with the Issuer's Report on Form 10-Q for the quarter
ending June 30, 1991, and incorporated herein by reference.
/2/ Previously filed with the Issuer's Report on Form 10-QSB for the quarter
ending September 30, 1994, and incorporated herein by reference.
6
<PAGE>
SIGNATURE
After certain reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 6, 1997
/s/ BENJAMIN A. DEMOTTO
___________________________________________
Benjamin A. DeMotto
/s/ PATRICIA L. DEMOTTO
___________________________________________
Patricia L. DeMotto
BENJAMIN A. DeMOTTO AND PATRICIA L. DeMOTTO
LIVING TRUST
/s/ BENJAMIN A. DEMOTTO
By: _______________________________________
Benjamin A. DeMotto
Co-Trustee
/s/ PATRICIA L. DEMOTTO
By: _______________________________________
Patricia L. DeMotto
Co-Trustee
7
<PAGE>
EXHIBIT 99.1
JOINT FILING STATEMENT
Pursuant to Rule 13d-1(f)
The undersigned acknowledge and agree that the foregoing Schedule 13D is filed
on behalf of each of the undersigned. The undersigned acknowledge that each
shall be responsible for the timely filing of any required amendments, and for
the completeness and accuracy of the information concerning him or it contained
in Schedule 13D or any subsequent amendment filed by or on behalf of him or it,
but shall not be responsible for the completeness and accuracy of the
information concerning any others, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Dated: September 6, 1997.
/s/ BENJAMIN A. DEMOTTO
____________________________________________
Benjamin A. DeMotto
/s/ PATRICIA L. DEMOTTO
____________________________________________
Patricia L. DeMotto
BENJAMIN A. DeMOTTO AND PATRICIA L. DeMOTTO
LIVING TRUST
/s/ BENJAMIN A. DEMOTTO
By: _______________________________________
Benjamin A. DeMotto
Co-Trustee
/s/ PATRICIA L. DEMOTTO
By: _______________________________________
Patricia L. DeMotto
Co-Trustee
8
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 006246102 13G PAGE 2 OF 4 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Benjamin A. DeMotto
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
Not Applicable--Not a Member of a Group (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 1,030,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
1,030,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,030,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
35.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
9
<PAGE>
<TABLE>
<CAPTION>
Item 1(a) Name of Issuer:
- --------- --------------
<C> <S>
John Adams Life Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
- --------- ------------------------------------------------
11777 San Vicente Boulevard, Suite 640
Los Angeles, California 90049
Item 2(a) Name of Person Filing:
- --------- ---------------------
Benjamin A. DeMotto
Item 2(b) Address of Principal Business Office or, if none, Residence:
- --------- -----------------------------------------------------------
Principal Business Office:
11777 San Vicente Boulevard, Suite 640
Los Angeles, California 90049
Item 2(c) Citizenship:
- --------- -----------
United States of America
Item 2(d) Title of Class of Securities:
- --------- ----------------------------
Common Stock, Without Par Value
Item 2(e) CUSIP Number: 006246102
- --------- ------------
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
- ------ -------------------------------------------------------------------
check whether the person filing is a:
------------------------------------
Statement is not being filed pursuant to Rule 13d-1(b) or 13d-2(b).
Item 4 Ownership
- ------ ---------
</TABLE>
(a) Amount Beneficially Owned: 1,030,000
(b) Percent of Class: 35.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,030,000
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of: -0-
(iv) shared power to dispose or to direct the disposition of:
1,030,000(1)
(1) The shares are community property, and the spouse of Benjamin A. DeMotto
has dispositive power with respect to one half of the community property.
<TABLE>
<CAPTION>
Item 5 Ownership of Five Percent or Less of a Class:
- ------ --------------------------------------------
<C> <S>
Not Applicable.
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
- ------ ---------------------------------------------------------------
<C> <S>
Not Applicable.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
- ------ ----------------------------------------------------------------------
Security Being Reported on by the Parent Holding Company:
--------------------------------------------------------
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
- ------ ---------------------------------------------------------
Not Applicable.
Item 9 Notice of Dissolution of Group:
- ------ ------------------------------
Not Applicable.
Item 10 Certification:
- ------- -------------
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired for the purpose of and do
not have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with or
as a participant in any transaction having such purposes or effect.
</TABLE>
Signature
- ---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: 10th of January 1986
----------------------
/s/ Benjamin A. DeMotto
- ------------------------------
Signature
Benjamin A. DeMotto
- ------------------------------
Name
11
<PAGE>
EXHIBIT 99.3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
JOHN ADAMS LIFE CORPORATION
(NAME OF ISSUER)
COMMON STOCK, WITHOUT PAR VALUE
(TITLE OF CLASS OF SECURITIES)
006246102
-------------------------------------------------------
(CUSIP NUMBER)
Alvin S. Milder, Esq., 10880 Wilshire Boulevard, Suite 1900,
Los Angeles, CA 90024, Telephone No. (310) 475-9777
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
NOVEMBER 12, 1991
-------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to subject class of securities, and for
any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
12
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 006246102 13D PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Benjamin A. DeMotto
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
Not Applicable (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(D) OR 2(E)
[_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,280,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,030,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,280,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
43.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
13
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the
Common Stock, without par value, of John Adams Life Corporation ("Issuer"), a
California corporation, which has its principal executive offices at 11845 W.
Olympic Boulevard, Suite 905, Los Angeles, California 90064.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this Statement is Benjamin A. DeMotto ("Reporting
Person"), a natural person, whose business address is 11845 W. Olympic
Boulevard, Suite 905, Los Angeles, California 90064.
Reporting Person's principal occupation and employment is: Chairman of the
Board, CEO and President of John Adams Life Corporation, 11845 W. Olympic
Boulevard, Suite 905, Los Angeles, California 90064.
During the last five years, Reporting Person has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors.).
During the last five years, Reporting Person has not been a party to a
civil proceeding of a judicial or administrative body, which as a result of such
proceeding Reporting Person became subject to a judgment, decree or final order
enjoining future violations of or prohibiting or mandating activities subject to
Federal or State securities laws or finding any violation with respect to such
laws.
Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The additional 250,000 shares acquired by Reporting Person, which are the
occasion for this Statement, are shares of restricted stock (the "Shares")
issued to Reporting Person pursuant to an employment agreement (the "Agreement")
between Issuer and Reporting Person; the restrictions on the Shares expire as
set forth in sections 4.1.1 and 4.1.2 (on pages 3 and 4) of the Agreement (a
copy of which is attached hereto as Exhibit A and incorporated herein by this
reference). The other 1,030,000 shares of Issuer's Common Stock, without par
value, owned by the Reporting Person were reported on Schedule 13G filed by
Reporting Person on January 30, 1986.
ITEM 4. PURPOSE OF TRANSACTION.
Reporting Person's acquisition of the securities of Issuer is for
investment purposes. Reporting Person is not aware of any plans or proposals,
which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer; except that 193,600 shares of
Issuer's Common Stock, without par value, may be purchased by Issuer under a
stock repurchase plan authorized by Issuer's board of directors;
(b) An extraordinary corporate transaction involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
14
<PAGE>
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The aggregate number of the shares of Issuer's Common Stock, without par
value, beneficially owned by Reporting Person is 1,280,000 shares; this is 43.0%
of Issuer's Common Stock, without par value, outstanding as of the date of this
Statement.
Reporting Person has the sole power to vote or direct the vote of all
1,280,000 shares held by Reporting Person. Reporting Person has the sole power
to dispose or to direct the disposition of 1,030,000 shares of the 1,280,000
shares of Issuer's common stock, without par value, held by Reporting Person.
(The additional 250,000 shares held by Reporting Person are subject to the
restrictions referred to in Item 3 above.) Reporting Person's Spouse, Patricia
DeMotto, has such rights in and to the securities owned by Reporting Person as
are provided by the community property laws of the State of California.
Reporting Person acquired 250,000 shares of restricted stock from Issuer
pursuant to the employment agreement between Reporting Person and Issuer, a copy
of which is attached hereto as Exhibit A. Reporting Person received the
certificate for the 250,000 shares of restricted stock issued to Reporting
Person pursuant to the employment agreement on November 2, 1991.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Reporting Person has no contract, arrangements or understandings with any
person with respect to any securities of the Issuer except to the extent of the
provisions of the employment agreement (the "Agreement") between Reporting
Person and Issuer attached hereto as Exhibit A, which impose certain
restrictions, in sections 4.1.1, 4.1.2, 4.2 and 4.3.1 of the Agreement, on
250,000 of the shares of Issuer's Common Stock, without par value, held by
Reporting Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The employment agreement, dated July 1, 1991, between Reporting Person and
Issuer is attached hereto as Exhibit A.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 19, 1991
-------------------
Date
/s/ BENJAMIN A. DEMOTTO
------------------------
Benjamin A. DeMotto
15
<PAGE>
EXHIBIT 99.4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
JOHN ADAMS LIFE CORPORATION
(NAME OF ISSUER)
COMMON STOCK, WITHOUT PAR VALUE
(TITLE OF CLASS OF SECURITIES)
006246102
-------------------------------------------------------
(CUSIP NUMBER)
Alvin S. Milder, Esq., 10880 Wilshire Boulevard, Suite 1900,
Los Angeles, CA 90024, Telephone No. (310) 475-9777
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
NOVEMBER 20, 1992
-------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to subject class of securities, and for
any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
16
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 006246102 13D PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Benjamin A. DeMotto
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
Not Applicable (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(D) OR 2(E)
[_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,380,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,130,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,380,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
48.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
17
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the
Common Stock, without par value, of John Adams Life Corporation ("Issuer"), a
California corporation, which has its principal executive offices at 11845 W.
Olympic Boulevard, Suite 905, Los Angeles, California 90064.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this Statement is Benjamin A. DeMotto ("Reporting
Person"), a natural person, whose business address is 11845 W. Olympic
Boulevard, Suite 905, Los Angeles, California 90064.
Reporting Person's principal occupation and employment is: Chairman of the
Board, CEO and President of John Adams Life Corporation, 11845 W. Olympic
Boulevard, Suite 905, Los Angeles, California 90064.
During the last five years, Reporting Person has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors.).
During the last five years, Reporting Person has not been a party to a
civil proceeding of a judicial or administrative body, which as a result of such
proceeding Reporting Person became subject to a judgment, decree or final order
enjoining future violations of or prohibiting or mandating activities subject to
Federal or State securities laws or finding any violation with respect to such
laws.
Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The purchase price for the 100,000 shares (the "Shares") acquired by
Reporting Person, which are the occasion for this Statement, was $40,000. The
purchase price for the Shares was paid with Reporting Person's personal funds.
No part of the purchase price for the Shares is or will be represented by funds
or other consideration borrowed or otherwise obtained for the purposes of
acquiring, holding, trading or voting the Shares. The Shares were obtained by
direct purchase by Reporting Person from Joanne E. Adams. The other securities
of Issuer owned by Reporting Person were reported as follows: 1,030,000 shares
on Schedule 13G filed by Reporting Person on January 30, 1986, and 250,000
shares on Schedule 13D filed by Reporting Person on November 20, 1991.
ITEM 4. PURPOSE OF TRANSACTION.
Reporting Person's acquisition of the securities of Issuer is for
investment purposes. Reporting Person is not aware of any plans or proposals,
which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer; except that 84,700 shares of
Issuer's Common Stock, without par value, may be purchased by Issuer under a
stock repurchase plan authorized by Issuer's board of directors;
(b) An extraordinary corporate transaction involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
18
<PAGE>
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
except that the Issuer has been notified by Nasdaq that effective September 4,
1992, Issuer was placed into the Nasdaq Small-Cap Market and was removed from
the Nasdaq National Market; this change was occasioned because the market value
of the publicly held shares of Issuer did not meet Nasdaq's minimum requirements
for inclusion in the National Market System;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of the shares of Issuer's Common Stock, without
par value, beneficially owned by Reporting Person is 1,380,000 shares; this is
48.17% of Issuer's Common Stock, without par value, outstanding as of the date
of this Statement.
(b) Reporting Person has the sole power to vote or direct the vote of all
1,380,000 shares held by Reporting Person. Reporting Person has the sole power
to dispose or to direct the disposition of 1,130,000 shares of the 1,380,000
shares of Issuer's common stock, without par value, held by Reporting Person.
(The additional 250,000 shares held by Reporting Person are subject to the
restrictions referred to in his Schedule 13D filed November 20, 1991.)
Reporting Person's Spouse, Patricia DeMotto, has such rights in and to the
securities owned by Reporting Person as are provided by the community property
laws of the State of California.
(c) There have been no other transactions by Reporting Person in the
Issuer's securities during the past sixty days.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of the
Issuer's securities owned by Reporting Person; except that Reporting Person does
not have the right to receive or to direct the receipt of dividends from, or the
proceeds from the sale of the 250,000 restricted shares referred to in Item 5(b)
above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Reporting Person has no contract, arrangements or understandings with any
person with respect to any securities of the Issuer except to the extent of the
provisions of the employment agreement (the "Agreement") between Reporting
Person and Issuer attached hereto as Exhibit A to Schedule 13D, filed by
Reporting Person on November 20, 1991. The Agreement imposes certain
restrictions on 250,000 of the shares of Issuer's Common Stock, without par
value, held by Reporting Person.
19
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The employment agreement, dated July 1, 1991, between Reporting Person and
Issuer, which is referred to in Item 6, is attached to Schedule 13D, filed by
Reporting Person on November 20, 1991.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 23, 1992
-------------------
Date
/s/ BENJAMIN A. DEMOTTO
------------------------
Benjamin A. DeMotto
20
<PAGE>
EXHIBIT 99.5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
JOHN ADAMS LIFE CORPORATION
(NAME OF ISSUER)
COMMON STOCK, WITHOUT PAR VALUE
(TITLE OF CLASS OF SECURITIES)
006246102
-----------------------------------------
(CUSIP NUMBER)
Alvin S. Milder, Esq., 134 Greenfield Ave., Los Angeles, CA 90049, Telephone No.
(310) 475-9777
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JULY 1, 1994
------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to subject class of securities, and for
any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
21
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 006246102 13D PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Benjamin A. DeMotto
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
Not Applicable (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(D) OR 2(E)
[_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,530,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,280,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,530,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
50.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
22
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the Common
Stock, without par value, of John Adams Life Corporation ("Issuer"), a
California corporation, which has its principal executive offices at 11845 W.
Olympic Boulevard, Suite 905, Los Angeles, California 90064.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this Statement is Benjamin A. DeMotto ("Reporting Person"), a
natural person, whose business address is 11845 W. Olympic Boulevard, Suite 905,
Los Angeles, California 90064.
Reporting Person's principal occupation and employment is: Chairman of the
Board, CEO and President of John Adams Life Corporation, 11845 W. Olympic
Boulevard, Suite 905, Los Angeles, California 90064.
During the last five years, Reporting Person has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors.).
During the last five years, Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body, which as a result of such
proceeding Reporting Person became subject to a judgment, decree or final order
enjoining future violations of or prohibiting or mandating activities subject to
Federal or State securities laws or finding any violation with respect to such
laws.
Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities acquired by Reporting Person that are the occasion for this
report are the results of a grant of options to purchase 150,000 shares of
Issuer's common stock. The options were granted to Reporting Person pursuant to
an employment agreement between Issuer and Reporting Person. Reporting Person
has not exercised his options to purchase any of said 150,000 shares.
ITEM 4. PURPOSE OF TRANSACTION.
Reporting Person's acquisition of the securities of Issuer is for investment
purposes. Reporting Person is not aware of any plans or proposals, which relate
to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; except that, due to
illness, one of the current members of the board has declined to stand for
reelection at the June 1995 annual meeting of shareholders and the Board of
Directors has, as authorized by the Issuer's bylaws, reduced the number of
directors of the Issuer to five;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
23
<PAGE>
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
the Issuer's common stock is presently traded in the over-the-counter market;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of the shares of Issuer's Common Stock, without
par value, beneficially owned by Reporting Person is 1,530,000 shares; this is
50.8% of Issuer's Common Stock, without par value, outstanding as of the date of
this Statement.
(b) Reporting Person has the sole power to vote or direct the vote of all
1,530,000 shares held by Reporting Person. Reporting Person has the sole power
to dispose or to direct the disposition of 1,280,000 shares of the 1,530,000
shares of Issuer's common stock, without par value, held by Reporting Person.
(The additional 250,000 shares held by Reporting Person are subject to the
restrictions referred to in his Schedule 13D filed November 20, 1991.)
Reporting Person's Spouse, Patricia DeMotto, has such rights in and to the
securities owned by Reporting Person as are provided by the community property
laws of the State of California.
(c) There have been no other transactions by Reporting Person in the
Issuer's securities during the past sixty days.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of the
Issuer's securities owned by Reporting Person.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Reporting Person has no contract, arrangements or understandings with any person
with respect to any securities of the Issuer except to the extent of the
provisions of the employment agreement (the "1991 Agreement") between Reporting
Person and Issuer attached hereto as Exhibit A to Schedule 13D, filed by
Reporting Person on November 20, 1991; the 1991 Agreement imposes certain
restrictions on 250,000 of the shares of Issuer's Common Stock, without par
value, held by Reporting Person. In addition, the additional 150,000 shares,
which are the subject of this report, are held by the Reporting Person under the
terms of Issuer's standard stock options agreement with employees.
24
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The employment agreement, dated July 1, 1991, between Reporting Person and
Issuer, which is referred to in Item 6, is attached to Schedule 13D, filed by
Reporting Person on November 20, 1991.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
April 12, 1995
--------------------------
Date
/s/ BENJAMIN A. DEMOTTO
--------------------------
Benjamin A. DeMotto
25
